Hycroft Mining (HYMC) lowers shareholder meeting quorum threshold to one-third

Rhea-AI Filing Summary

Hycroft Mining Holding Corporation amended its bylaws to change the shareholder meeting quorum requirement. The new rule states that, unless otherwise required, a quorum is reached when holders present in person or by proxy represent one-third of the voting power of all shares entitled to vote.

When a specific class or series of shares votes separately on a matter, a quorum for that class or series is met when holders present represent one-third of the voting power of the outstanding shares of that class or series. The amendment was approved and adopted by the company’s board of directors.

Insights

Corporate governance analyst

Hycroft lowers quorum to one-third, easing path to hold valid meetings.

Hycroft Mining Holding Corporation’s board approved an amendment that sets the quorum for shareholder meetings at one-third of the voting power of shares entitled to vote. This applies both to full-stockholder meetings and to class or series votes when they occur separately.

A lower quorum threshold can make it easier to convene valid meetings and conduct business when shareholder participation is limited. It also means a smaller portion of the shareholder base can effectively decide matters when attendance is low, so voting outcomes may depend more on engaged holders.

For class or series votes, the same one-third voting power threshold now governs quorum. This keeps mechanics consistent across the capital structure and clarifies how many votes are needed for classes or series to transact business when they vote separately.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-38387		82-2657796
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

P.O. Box 3030 Winnemucca, Nevada		89446
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (775) 304-0260

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		HYMC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 3, 2026, the Board of Directors of Hycroft Mining Holding Corporation (the “Company”) approved and adopted the First Amendment to the Company’s Amended and Restated Bylaws (the “Amendment”).

The Amendment amends Section 2.4 (Quorum) of the Bylaws to provide that, except as otherwise required by applicable law, the Company’s certificate of incorporation, or the Bylaws, the presence, in person or by proxy, of holders of shares of outstanding capital stock representing one-third (1/3) of the voting power of all outstanding shares entitled to vote at a meeting constitutes a quorum for the transaction of business at a meeting of stockholders. In addition, when specified business is to be voted on by a class or series voting as a class, the presence, in person or by proxy, of holders of shares representing one-third (1/3) of the voting power of the outstanding shares of such class or series constitutes a quorum of such class or series for the transaction of such business.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
3.1		First Amendment to the Amended and Restated Bylaws of Hycroft Mining Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 4, 2026	Hycroft Mining Holding Corporation
	By:	/s/ Rebecca A. Jennings
		Rebecca A. Jennings
		Senior Vice President and General Counsel

FAQ

What governance change did Hycroft Mining (HYMC) disclose in this 8-K?

Hycroft Mining disclosed a bylaw amendment changing its quorum rules. Shareholder meetings now reach quorum when one-third of the voting power of shares entitled to vote is present, in person or by proxy, unless higher thresholds apply under other governing documents or law.

How does the new quorum requirement work for Hycroft Mining (HYMC) shareholder meetings?

Under the new rule, a quorum is present when holders representing one-third of the voting power of all outstanding shares entitled to vote attend in person or by proxy. This replaces a higher implicit threshold and governs whether business can be conducted at a shareholder meeting.

How are class or series votes affected by Hycroft Mining’s new bylaw amendment?

When specific business is voted on by a class or series acting separately, a quorum is now met if holders present represent one-third of the voting power of that class or series. This clarifies how many votes are needed for valid class-level decisions on particular matters.

Who approved the quorum change described in Hycroft Mining’s 8-K?

The quorum change was approved and adopted by Hycroft Mining Holding Corporation’s board of directors. The board implemented this governance adjustment through a First Amendment to the company’s Amended and Restated Bylaws, formalizing the new one-third voting power standard for quorums.

Does the new Hycroft Mining quorum rule override legal or charter requirements?

The new quorum rule applies except where applicable law, the company’s certificate of incorporation, or other bylaw provisions require different thresholds. In those cases, the higher or specific requirements in those governing documents or legal standards would continue to control shareholder meeting quorums.

Where can investors find the full text of Hycroft Mining’s bylaw amendment?

The full text of the First Amendment to Hycroft Mining’s Amended and Restated Bylaws is included as an exhibit. The 8-K states that the brief description of changes is qualified in its entirety by reference to that exhibit, which contains the precise quorum language.